Common use of RIGHTS OF SUBROGATION, CONTRIBUTION, ETC Clause in Contracts

RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Except as prohibited under applicable law, Company hereby waives any claim, right or remedy, direct or indirect, that Company now has or may hereafter have against any other Borrower or any guarantor of the Obligations in connection with this Agreement or the performance by Company of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that Company now has or may hereafter have against any other Borrower or guarantor of the Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that Administrative Agent or any Lender now has or may hereafter have against any other Borrower or guarantor of the Obligations, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Administrative Agent or any Lender. In addition, until the Obligations shall have been indefeasibly paid in full and all Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, Company shall withhold exercise of any right of contribution Company may have against any other Borrower or Credit Party. Company further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Company may have against any other Borrower or Credit Party or against any collateral or security shall be junior and subordinate to any rights Administrative Agent or any Lender may have against any other Borrower, to all right, title and interest Administrative Agent or any Lender may have in any such collateral or security, and to any right Administrative Agent or any Lender may have against such Credit Party. If any amount shall be paid to Company on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Obligations shall not have been paid in full, such amount shall be held in trust for Administrative Agent on behalf of Administrative Agent and Lenders and shall forthwith be paid over to Administrative Agent for the benefit of Administrative Agent and Lenders to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.

RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Except as prohibited under applicable law, Company hereby waives any claim, right or remedy, direct or indirect, that Company now has or may hereafter have against any other Borrower or any guarantor of the Obligations in connection with this Agreement or the performance by Company of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that Company now has or may hereafter have against any other Borrower or any guarantor of the Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that Administrative Agent or any Lender now has or may hereafter have against any other Borrower or any guarantor of the Obligations, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Administrative Agent or any Lender. In addition, until the Obligations shall have been indefeasibly paid in full and all the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledterminated, Company shall withhold exercise of any right of contribution Company may have against any other Borrower or Credit Loan Party. Company further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Company may have against any other Borrower or Credit Loan Party or against any collateral or security shall be junior and subordinate to any rights Administrative Agent or any Lender may have against any other Borrower, to all right, title and interest Administrative Agent or any Lender may have in any such collateral or security, and to any right Administrative Agent or any Lender may have against such Credit Loan Party. If any amount shall be paid to Company on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Obligations shall not have been paid in full, such amount shall be held in trust for Administrative Agent on behalf of Administrative Agent and Lenders and shall forthwith be paid over to Administrative Agent for the benefit of Administrative Agent and Lenders to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.

RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Except as prohibited under applicable law, Company hereby waives any claim, right or remedy, direct or indirect, that Company now has or may hereafter have against any other Borrower or any guarantor of the Obligations in connection with this Agreement or the performance by Company of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that Company now has or may hereafter have against any other Borrower or guarantor of the Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that Administrative any Agent or any Lender now has or may hereafter have against any other Borrower or guarantor of the Obligations, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Administrative any Agent or any Lender. In addition, until the Obligations shall have been indefeasibly paid in full and all the Letter of Credit Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, Company shall withhold exercise of any right of contribution Company may have against any other Borrower or Credit Party. Company further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Company may have against any other Borrower or Credit Party or against any collateral or security shall be junior and subordinate to any rights Administrative any Agent or any Lender may have against any other Borrower, to all right, title and interest Administrative any Agent or any Lender may have in any such collateral or security, and to any right Administrative any Agent or any Lender may have against such Credit Party. If any amount shall be paid to Company on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Obligations shall not have been paid in full, such amount shall be held in trust for Administrative Agent on behalf of Administrative Agent Agents and Lenders and shall forthwith be paid over to Administrative Agent for the benefit of Administrative Agent Agents and Lenders to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms hereof.

RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Except as prohibited under applicable lawUntil the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, Company each Guarantor hereby waives any claim, right or remedy, direct or indirect, that Company such 108 Guarantor now has or may hereafter have against Company or any other Borrower Guarantor or any guarantor of the Obligations its assets in connection with this Agreement Guaranty or the performance by Company such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that Company such Guarantor now has or may hereafter have against any other Borrower or guarantor of Company with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that Administrative Agent or any Lender Beneficiary now has or may hereafter have against any other Borrower or guarantor of the ObligationsCompany, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Administrative Agent or any LenderBeneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and all the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, Company each Guarantor shall withhold exercise of any right of contribution Company such Guarantor may have against any other Borrower or Credit Partyguarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. Company Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Company such Guarantor may have against any other Borrower or Credit Party Company or against any collateral or security security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights Administrative Agent or any Lender Beneficiary may have against any other BorrowerCompany, to all right, title and interest Administrative Agent or any Lender Beneficiary may have in any such collateral or security, and to any right Administrative Agent or any Lender Beneficiary may have against such Credit Partyother guarantor. If any amount shall be paid to Company any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Administrative Agent and Lenders Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Administrative Agent and Lenders Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Subordination of Other Obligations. Any Indebtedness of Company or any Guarantor now or hereafter held by any Guarantor (the "Obligee Guarantor") is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Except as prohibited under applicable law, Company hereby Subordination of Other Obligations. Each Guarantor waives any claim, right or remedy, direct or indirect, that Company such Guarantor now has or may hereafter have against any other Borrower Borrowers or any guarantor of the Obligations its assets in connection with this Agreement Guaranty or the performance by Company such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, statute under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that Company such Guarantor now has or may hereafter have against any other Borrower or guarantor of the ObligationsBorrowers, (b) any right to enforce, or to participate in, any claim, right or remedy that Administrative Agent or any Lender Beneficiary now has or may hereafter have against any other Borrower or guarantor of the ObligationsBorrowers, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Administrative Agent or any LenderBeneficiary. In addition, until the Guarantied Obligations shall have been indefeasibly paid in full in cash and all the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, Company each Guarantor shall withhold exercise of any right of contribution Company such Guarantor may have against any other Borrower or Credit Partyguarantor of any of the Guarantied Obligations. Company Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Company such Guarantor may have against any other Borrower or Credit Party Borrowers or against any collateral or security security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights Administrative Agent Guarantied Party or any Lender the other Beneficiaries may have against any other BorrowerBorrowers, to all right, title and interest Administrative Agent Guarantied Party or any Lender the other Beneficiaries may have in any such collateral or security, and to any right Administrative Agent Guarantied Party or any Lender the other Beneficiaries may have against such Credit Partyother guarantor. If Any indebtedness of Borrowers now or hereafter held by any Guarantor is subordinated in right of payment to the Guarantied Obligations, and any such indebtedness of Borrowers to a Guarantor collected or received by such Guarantor after an Event of Default has occurred and is continuing, and any amount shall be paid to Company a Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time referred to in the preceding paragraph when all Guarantied Obligations shall have not have been paid in fullfull in cash, such amount shall be held in trust for Administrative Agent Guarantied Party on behalf of Administrative Agent and Lenders Beneficiaries and shall forthwith be paid over to Administrative Agent Guarantied Party for the benefit of Administrative Agent and Lenders Beneficiaries to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof.

RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Except as prohibited under applicable lawUntil the Guaranteed Obligations shall have been indefeasibly paid in full, Company each Guarantor hereby waives any claim, right or remedy, direct or indirect, that Company such Guarantor now has or may hereafter have against any other the Borrower or any guarantor other Guarantor or any of the Obligations its assets in connection with this Agreement Guaranty or the performance by Company such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that Company such Guarantor now has or may hereafter have against any other the Borrower or guarantor of with respect to the Obligations, Guaranteed Obligations and (b) any right to enforce, or to participate in, any claim, right or remedy that Administrative Agent or any the Lender now has or may hereafter have against any other Borrower or guarantor of the Obligations, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by Administrative Agent or any LenderBorrower. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and all Commitments shall have terminated and all Letters of Credit shall have expired or been cancelledfull, Company each Guarantor shall withhold exercise of any right of contribution Company such Guarantor may have against any other Borrower or Credit Partyguarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 6.2. Company Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification Company such Guarantor may have against the Borrower, and any rights of contribution such Guarantor may have against any such other Borrower or Credit Party or against any collateral or security guarantor, shall be junior and subordinate to any rights Administrative Agent or any the Lender may have against any other Borrower, to all right, title and interest Administrative Agent or any Lender may have in any such collateral or security, the Borrower and to any right Administrative Agent or any the Lender may have against such Credit Partyother guarantor. If any amount shall be paid to Company any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Administrative Agent and Lenders the Lender and shall forthwith be paid over to Administrative Agent for the benefit of Administrative Agent and Lenders Lender to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.